ACCESSION LETTER
Exhibit 4.28
| From: |
KNOT Shuttle Tankers 24 AS | |
| KNOT Shuttle Tankers 25 AS | ||
| KNOT Shuttle Tankers 26 AS | ||
| Xxxxxxx NYK Offshore Tankers AS | ||
| KNOT Shuttle Tankers AS | ||
| To: |
DNB Bank ASA as Agent | |
| Dated: |
28 February 2017 | |
Dear Sirs
KNOT Shuttle Tankers 24 AS, KNOT Shuttle Tankers 25 AS and KNOT Shuttle Tankers 26 AS – USD 353,000,000 Facilities Agreement dated 27 April 2015 (the “Agreement”)
| 1. | We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. |
| 2. | KNOT Offshore Partners LP (“XXXX”) and KNOT Shuttle Tankers AS (“KNOT ST”) agree to become Guarantors with respect to all amounts outstanding under the Post-Delivery Tranche A-1 and to be bound by the terms of the Agreement as Guarantor pursuant to Clause 28.2 (XXXX and KNOT ST as replacement Guarantors) of the Agreement. |
| 3. | XXXX’x and KNOT ST’s administrative details are as follows: |
| Address: |
0 Xxxxx’x Xxxxx | |
| Aberdeen | ||
| Aberdeenshire AB15 4YB | ||
| United Kingdom | ||
| Fax no.: |
x00 (0) 0000 000000 | |
| Attention: |
CFO/CEO | |
| 4. | We confirm that the Repeating Representations are made by each of KNOT Shuttle Tankers 24 AS, KNOT Shuttle Tankers 25 AS, KNOT Shuttle Tankers 26 AS, Xxxxxxx NYK Offshore Tankers AS, XXXX and KNOT ST on the date of this Accession Letter and that all Repeating Representations are true in all material respects on that date. |
| 5. | XXXX and KNOT ST both confirm having been notified by the Agent that accession to the Agreement as guarantors will imply that they become guarantors for existing debt, that there is no Event of Default and that in addition to the guarantees from XXXX and KNOT ST, the Outstanding Indebtedness will be secured by the following Security Documents (all as defined in the Facility Agreement): |
| (a) | the Pre-Delivery Assignment Agreements; |
| (b) | the Mortgages; |
| (c) | the Post-Delivery Assignment Agreements; |
| (d) | the Factoring Agreements; |
| (e) | the Account Pledges; |
| (f) | the Share Pledges. |
| 6. | This Accession Letter is governed by Norwegian law and XXXX has appointed KNOT Shuttle Tankers AS as its process agents in respect of this Accession Letter and the other Finance Documents. |
| Yours faithfully |
| /s/ Xxxxxx Xxxxxx |
| authorised signatory for |
| KNOT Shuttle Tankers 24 AS |
| /s/ Xxxxxx Xxxxxx |
| authorised signatory for |
| KNOT Shuttle Tankers 25 AS |
| /s/ Xxxxxx Xxxxxx |
| authorised signatory for |
| KNOT Shuttle Tankers 26 AS |
| /s/ Xxxxxx Xxxxxx |
| authorised signatory for |
| Xxxxxxx NYK Offshore Tankers AS |
| /s/ Xxxx Xxxxxxx |
| authorised signatory for |
| KNOT Offshore Partners LP |
| /s/ Xxxxxx Xxxxxx |
| authorised signatory for |
| KNOT Shuttle Tankers AS |
